Royce Low-Priced Stock Fund Open Only to Existing Shareholders and Existing Relationships as of February 28, 2011

Effective after the close of business (4:00 p.m. EST) on Monday, February 28, 2011, Royce Low-Priced Stock Fund will be open only to existing shareholders and existing relationships.

The Fund is making this change in an effort to moderate cash flows, which have been considerable in light of the recent relative outperformance by small-cap and micro-cap companies. Stable cash flows are critical to managing the Fund’s portfolio. Thus, we think it is in the best interests of the Fund’s existing shareholders and relationships to moderate net cash flows into the Fund at this time.

All investments received or postmarked on or before the Fund’s closing on Monday, February 28 at 4:00 p.m. Eastern time will be processed.

The Fund will remain open to the following:

• Existing investors—in their own name or as beneficial owner of shares held in someone else’s name—for example, a nominee, custodian or omnibus account holding shares for the benefit of an investor would not be eligible to open a new account for its own benefit or for the benefit of another investor, but the investor would be eligible to open a new account of the Fund;
• Registered Investment Advisors with existing clients in the Fund. Registered Investment Advisors who currently have clients in the Fund may open new accounts as well as add to existing accounts;
• Certain pre-approved asset allocation based investment programs and, for a limited time, initial investments by certain institutional investors approved by the Fund’s investment adviser;
• Certain pre-approved “Retirement Plans” offered through certain broker-dealers with accounts held on the books of the Fund through omnibus account arrangements (either at the plan level or at the level of the financial intermediary). “Retirement Plans” include 401(k) plans, 457 plans, employer sponsored 403(b) plans, defined benefit pension plans, profit sharing plans, nonqualified deferred compensation plans, other similar employer-sponsored retirement plans and rollover accounts from such plans to individual retirement vehicles such as Traditional and Roth IRAs.

Existing shareholders in other Royce Funds will not be permitted to open new accounts in Royce Low-Priced Stock Fund after Monday, February 28, 2011, nor will they be permitted to acquire shares of the Fund by exchange. Fund distributions will continue to be reinvested, unless a shareholder has elected otherwise.

Royce Low-Priced Stock Fund uses a disciplined value approach to invest primarily in the equity securities of small-cap and micro-cap companies (those with market capitalizations up to $2.5 billion) whose average cost per share in the Fund’s portfolio is less than $25. As of December 31, 2010, the Fund had total net assets of $4.7 billion.

Any changes to the Fund’s status will be posted at www.roycefunds.com.

An investor in the Fund should consider the its investment goal, risks, fees and expenses carefully before investing. A prospectus containing this and other important information may be obtained by calling Investor Services at [phone] or by visiting www.roycefunds.com. Please read the prospectus carefully before investing or sending money. Royce Fund Services, Inc., the Fund’s distributor, is a member of FINRA and the SIPC.

Please contact Joanne Newgard at [phone] with any questions.